Spiderman Black
by TheBeardedOne
Summary: Peter Parker is alone, his aunt, best friend and girlfriend dead, killed by the Green Goblin. Now, he seeks vengeance, but help comes from the shadows and a new web is formed...
1. Prologue

Authorial Note :- Although this story is based on the Ultimate Spiderman timeline, I know very little about it compared to my knowledge of Transformers, Justice League etc. Therefore, it is best to consider this story as an AU which hit the same point where Peter Parker lost Aunt May, MJ and Harry to the Green Goblin.

All characters and rights belong to Marvel, all mistakes are mine.

Warning – I do not intend to pull any emotional punches on this one. Well, not for the first chapter or so, anyway...

* * *

**Prologue**

_Dead_.

Spiderman leapt from rooftop to rooftop as he pursued the criminal. He didn't know who the criminal was, or what they had done, but it didn't matter to him.

_He'd seen them dead._

With a leap that showed nothing more than total efficiency, no grace or flowing, just total concentration, Spiderman landed on top of the van that was being pursued.

_All of them. Aunt May, MJ, Harry Osbourne. Dead._

Without a wasted motion, Spiderman smashed his fist against the windscreen, shattering it and showering the occupants with broken glass. Silently, he swing in and grabbed the hand of the criminal who was raising a gun, using his strength to crush the man's hand. The gun went off and Spiderman felt a line of fire up his arm, but he ignored the pain, it was, after all, only physical.

_They'd died because of him._

Two punches shattered the man's jaw. Spiderman noted almost absently that the lack of food was having an effect, it should have been just one punch. The driver had hit the brakes and was scrambling out of the van. Without a single wasted motion, Spiderman delivered a kick that sent him flying, landing on the ground with a crunch of breaking bone. As he lay there screaming, Spiderman pulled himself out of the van and perched temporarily on the roof, ignoring the blood he had left behind, or how the cuts from his earlier fights had re-opened. After all, it was only physical.

_He'd killed their murderer, but it had been too little, too late. They were dead._

He had run out of web-fluid a week ago, but it didn't matter. Nothing mattered any more. He was an automaton, he fought crime. He would die fighting crime.

_They were dead._

He leapt off the van and scrambled up the side of the skyscraper. A _crack_ and a sudden splintering of a brick nearby told him that at least one of the cops had taken a shot at him, but he didn't care. Live. Die. It didn't matter. He ignored the cops, as he had ignored Fury when he tried to recruit him for the Ultimates, and continued crawling until he was high enough to launch himself in a giant leap to the next skyscraper along.

_He'd lost them. Had them taken from him. He was alone._

His eyes, reddened and empty, scanned the night as he continued to run across the walls and rooftops. A crime was happening somewhere, he would find it and stop it. He was Spiderman. Not Peter Parker, not a photographer or web-designer. Not anymore. That life was gone. Dead. Just like his friends and family.

_Dead._

Spiderman saw an explosion in the distance and changed course, ignoring the feeling of the cold night air across his cut and bruised skin, uncovered by the tears and holes in his suit. It didn't matter. He would fight. It was all he could do.

And maybe, just maybe, he would re-join those who had been taken from him.

_Maybe._

X

"My god."

Detective Dewolff looked at the still-sobbing criminal who was curled up on the pavement, then at the unconscious man being loaded into a stretcher.

"They're lucky." She stated to her partner. "Ever since that family was killed in the fire, Spiderman's not been holding back. If he'd been at full strength, those two would be dead. Thank god he's mainly been encountering supervillains. They're tough enough to survive."

"He took down the Rhino, and Fisk is still in hospital. They probably won't be able to save his arm." the other cop said, looking round as a medic moved to the injured criminal's side. "The Vulture'll never fly again, and what he did to Venom..."

"I only hope New York can withstand what's been unleashed." Dewolff said soberly. "He's beserk. He no longer cares. Did you see when Richars fired at him? No reaction."

The radio in their car sputtered to life and Dewolff listened, then frowned.

"Spiderman's squaring off against Octopus. We need to get over there."

"Let's go."


	2. Chapter 1

All rights belong to Marvel, all mistakes are mine.

**Chapter One**

Healing

Peter floated in soft clouds of distant agony. He was vaguely aware of the pain that lanced through his body, but he just floated and the pain couldn't touch him. Slight noises indicated that he wasn't alone, that someone was moving nearby, but he couldn't bring himself to care about it.

His thoughts seemed to go slowly. He was lying down on something soft, his skin burning distantly, a diffused light shining through his eyelids.

His eyes slowly opened and he stared dully at the ceiling.

It was a nice ceiling.

Plastered, not tiled.

Peter couldn't think why that was important, but it was true.

A nice ceiling. Sort-of white. Off-white, a hint of... pink? No, peach. That was it. White with a hint of peach.

Peter let his eyelids slide closed. Wherever he was, he couldn't bring himself to care. His thoughts slowed and he fell asleep again.

X

The pain was almost gone and his thoughts were sharper. He opened his eyes and looked up at the ceiling.

Yep. White with a hint of peach. Very high ceiling, though.

It hadn't been a dream.

Disused muscles screamed in protest as he managed to turn his head for a look round. Wherever he was, it wasn't a hospital. The furniture was... oriental?

Peter blinked a few times, then his eyes drifted slightly.

He wasn't on a bed. Or at least, it wasn't high bed. In fact, it was on the floor. A... what was that word? It was chinese? Japanese?

Futon. Yeah, that was it. He was lying on a futon.

Definitely not a hospital, then.

Huh.

So... where was he?

Peter rolled his head to the other side. There was a desk there, one with a computer on it and several books, but with his vision acting up, he couldn't make out the titles. A type of cupboard stood in the corner alongside a chest of drawers that were arranged in a step-like arrangement. More books were placed on top.

Okay, so he was in a private home. One belonging to someone from China or Japan, or someone with significant oriental tastes.

Peter rolled his head back and looked at the rest of the furniture. A chest of some sort, probably locked. A bookshelf, with more books on it. And just by his pillow, a folded pile of material with a piece of paper on top.

Peter slowly reached out, even though his arm seemed to weigh ten times what it should, and managed to snag the piece of paper. Pulling it towards him, he managed to open it and blinked a few times, fighting to focus on the writing on it.

_Spider-man._

_If you are reading this, you have finally woken up, but I'm out._

_You are safe here._

_I've left a kimono for you to wear, your outfit was so badly ripped that I couldn't have hoped to get it repaired. I've used it to make it so that no-one will be searching for you, at least until you can recover. I'll explain later. Promise._

_If you can move, the bathroom is on the left. Don't try to take a bath, you're probably still weak and having you drown after all the effort I've put into saving you would be a bad thing. I've been washing you while you were unconscious, so you don't smell too bad. I've also bandaged your cuts, and it's a miracle you didn't have any broken bones._

_If you can make it to the kitchen, down to the right, I've left you some food in the fridge. I've been spoon-feeding you soup, but I bet you're starving._

_I'll be back by six at the latest, need to pick up something._

_Hopefully we can talk then._

_Welcome back._

_LD_

Peter blinked as he finished the letter, then looked at the clock on the book-case. He had a couple of hours before his mysterious benefactor returned, so he slowly pushed down the sheet covering him and tried to sit up. After a couple of attempts, he managed to get upright and he pulled the promised kimono to him. Wrapping it round him, he pulled himself upright, using the wall as support, and started to move towards the door.

He really needed to go left.

And why the heck was he wearing a nappy?

Who kept adult-sized nappies in their home?

And why?

Actually, Peter reflected as he reached for the door handle, he really, really didn't want to contemplate that last question.

X

The sound of a door opening jolted Peter out of his daze and he lifted his head off the settee. A moment later a suited figure strode in and Peter's eyes widened.

"D... detective Dewolff?"

"Welcome back, Spider-man." Dewolff said, walking over and dropping down to one knee in front of him. With brisk efficiency, she placed her hand on his forehead, stared into his eyes and then pressed her fingers against his neck while she looked at her watch.

"You seem to be recovering. Did you manage to get to the food?"

At Peter's stunned nod, she sighed and gave him a weary smile. "Good. You probably have questions, but for now, you are safe."

Peter stared at her and she grinned, the expression causing her to seem younger.

"It's been a long day for me, let me grab some food and I'll answer your questions, and maybe you'll give me a few answers too. Wait there, don't move."

Peter stared at her as she crossed the room and moved behind the food counter. She pulled a few things out of the fridge, smiling as she spotted the empty plate by the sink, then put something in the microwave and set the timer. Grabbing a couple of glasses, she poured some water into them and walked back, handing Peter one of the drinks.

"Here, you probably need this."

Peter took a sip and watched in tired bemusement as Dewolff completed her food preperations, placing several dishes of things that looked somewhat familiar but that he couldn't recognise on the coffee table. Pulling the hot food out of the microwave, she placed it on a mat and sat down on the chair next to the settee.

"If you're hungry, help yourself. I know I am."

Dewolff matched word to deed by grabbing several different things and almost inhaling them as Peter watched. After a few seconds, he realised that she had taken something from every one of the dishes and he felt a slight smile form on his lips.

"Thank you."

Dewolff shrugged. "Hey, you saved several good friends of mine, Spider-man, and after your battle with Doctor Octopus, well..."

Dewolff trailed off with a shrug.

"Did I get him? I don't really remember."

"Oh you got him." Dewolff said. "Knocked him out completely, ripped off his tentacles, he looked almost as bad as you did when I found you. We arrested him, then SHIELD showed up and took him. Man called Fury said they had a better cell for him this time."

"Good." Peter said, taking a bite from something that tasted like salmon. "How long as I..."

"Almost five weeks." Dewolff said flatly. "I used some of my accumulated holiday to watch over you for the first fortnight. Fortunately I had a good grounding in first aid and basic medicine, I bandaged you up and put you to bed. Spooned soup into you every day whenever you were close enough to awake to accept food. And yes, I'm the one who put the nappy on you."

Peter felt his face heat up and Dewolff laughed. "Oh, don't worry, you're not the first naked man I've seen. Good thing you woke up when you did though, I only have three of those nappies left. I wasn't looking forwards to getting more. Knowing how the world works, I'll probably be called on to help investigate one of those sex shops soon."

Peter felt his blush grow stronger, but at the same time, a bubble of laughter forced its way out.

"I... I'm sorry..."

"I'm not." Dewolff said as she leaned back and took a sip from her glass. "It was... interesting and embarrasing, but it was necessary. So. You now know I've been looking after you, washing you, changing your nappies... anything else?"

Dewolff's smile was contagious and Peter returned it.

"Umm, how bad was my suit?"

"Shredded. Covered in blood. Not repairable." Dewolff replied. "I stripped it off you and placed it by the river. Kept those gauntlet-things of yours, though. Put them in one of the drawers to keep them safe. When you're back to full health, maybe you can explain how they work. Are they your webbing-things?"

"Yeah, they are." Peter said. "But I ran out of web-fluid and couldn't make more."

Dewolff looked at him for a moment. "Well, when we get you back to full health, maybe you can tell me how you made it. But that can wait. Had enough?"

Peter nodded and Dewolff rose, motioning for Peter to stay seated. Within a minute, she had cleared the plates from the table, putting the remains of the meal in the fridge, then she waved for Peter to stay and left the room. A moment later, Peter heard water start to run, then Dewolff returned wearing sweatpants and a T-shirt. Placing an arm round Peter, she pulled him to his feet and Peter let himself lean against her as they left the room...

and passed the room he had woken up in.

"What..?"

"You need a bath." Dewolff said firmly as she pulled him into the bathroom. Before Peter could even open his mouth to protest, Dewolff turned off the taps, dipped her hand into the water and then quickly stripped Peter and dumped him into the tub. Ignoring his panicked attempts to cover himself, she grabbed a bottle of something and a pair of flannels.

"Hold still." she commanded as she dropped one of the flannels. Peter grabbed it and Dewolff switched on the shower, playing it over his head.

"I said hold still, kid." she said, amusement flickering in her voice. "You _really_ need a wash."

X

Peter sank down onto the futon, new kimono wrapped tightly round him. Dewolff finished lowering him and grabbed his wrist.

"Your pulse seems a little bit elevated, but this was your first day up. Get some sleep. You have a lot of recovering to do."

"I can't believe you did that to me." Peter groused. "I'm not a baby."

"Let's not go there." Dewolff smirked. "You _really_ don't want to go there. But you should be strong enough to wash yourself next time, assuming you follow my instructions. Now get some sleep."

"Easy for... you... to..." Peter said as the room seemed to whirl away. Dewolff caught him and gently lowered him, then she pulled up the sheets and stepped back, looking at the young hero.

"Get some sleep." she repeated softly. "You've driven yourself too hard. You need to recover. See you in the morning."

X

Peter stumbled but a pair of hands caught him before he could hit the floor.

"You need to pace yourself." Dewolff scolded him. "I don't care what you think, you can't just bounce back. Not after what you did to yourself. Breakfast time, then I have to go to work. _You_ need to rest, Peter."

Peter nodded, then the last word registered and his head shot up, his wide eyes staring at her.

"Missing person report." Dewolff said, understanding his suprise. "Peter Parker, age 16, missing, presumed deceased in the bombing that took his last family member and two best friends. The picture was old, but when I saw it on the missing-person's board, I knew it was you."

Peter stared at her, unable to speak and Dewolff smiled. "Since I know your name, you may as well know mine. Lisa. Now come on, breakfast is getting cold, and you've lost way too much weight."


	3. Chapter 2

All rights belong to Marvel, all mistakes are mine.

**Chapter Two**

Training

Peter suppressed a wince as his muscles protested. He held his position for a few seconds then slowly returned to a sitting position, hands bracing him on the floor.

"You really are flexible." Lisa Dewolff said from where she was doing her own daily stretches opposite him.

"Still stiff. And sore." Peter admitted, rubbing at his thighs. "But at least my powers are coming back."

"My ceiling hasn't looked that clean for years." Lisa agreed, glancing up. "Now I know who to call if I need a bulb changing. Oh, I've checked with my contacts, they can get the last of the chemicals by the end of the week."

"And then Spider-man can return." Peter stated. "Ow!"

Lisa shook her head as Peter rubbed his skull where she had slapped him.

"No. Not for several more weeks at least. You still have enemies out there, despite your rampage, and if they know you're still alive, they'll come after you. Besides, you don't have a uniform, remember?"

"I... can... make... one." Peter grunted as he performed another stretch. "I'm pretty good... with a sewing machine."

"You need more protection than a layer of fabric." Lisa said as she rose and began her tai-chi exercises. Peter also rose and began the familiar movements that Lisa had insisted he learned. "You may be some sort of super-ninja, but..."

"But?" Peter asked after a minute.

"Not to change the subject, but you've noticed I have quite a bit of Japanese stuff, yes?" Lisa asked. At Peter's nod, she continued. "My mother's father was a practitioner of one of the Ninjitsu styles. He taught mum and, when I visited Japan as a child, he taught me some of it. Path of the Spider, appropriately."

Lisa paused and Peter gave her a questioning look.

"I still talk to my uncle, he's the current clan-head." Lisa said slowly. "I helped out the clan a few times... I think I should call in a favour or two. I think you should meet my cousin. I'll take you to his dojo on my way to work tonight."

X

"Kanzaki-san?"

"Lisa-san! It is good to see you again!" the limber Japanese man said as he entered the hall. "Are you here to practice? Who's the blond?"

"No, I'm on night-shift." Lisa said as Peter self-consciously stroked his newly-dyed hair. "I need a favour. This is Pete, he's... my student. I've been teaching him the absolute basics and he's very good in a brawl, but he really needs proper training. I was hoping..."

Kanzaki looked at Peter measuringly, then at Lisa.

"Which style? Judo, Ju-Jitsu, Karate?"

"Spider. Trust me, he can do it. Probably quite a bit better than anyone else once he gets going." Lisa said. "He... has certain advantages."

Kanzaki looked at Peter again.

"Spider... Is this one of the things that I do not know, have never known and will never know, even if I know?"

Lisa nodded and Kanzaki let out a brief laugh.

"Very well, I will test him and, if he is good enough, I will teach him."

Lisa bowed and then turned to Peter. "Pete, this is Mishima Kanzaki, he will teach you what I don't have the time or skill to. Unless he tells you otherwise, call him Sensei Mishima, or just Sensei. You got the flat key?" At Peter's nod, she smiled and handed over the bag she had been carrying. "You'll need this. Kanzaki can show you where to get changed and put your stuff."

X

Peter re-entered the training hall, feeling conspicuous in his black Gi with white belt. He paused in the doorway and, remembering one of the whispered instructions Lisa had given him on the way over, he bowed deeply. Kanzaki returned the bow with a shallower one and motioned for Peter to stand in front of him.

"It is rare for one not of the Blood to be trained in the path of the Spider." Kanzaki said once Peter was standing in front of him. "Cousin Lisa-san vouches for you, but _you_ must prove yourself worthy. The test is of two parts. First, you must block or evade my attacks for five minutes. If I strike you or force you off the tatami, you lose. Then you have five minutes to try and hit me. If you cannot, then you fail. Sakura?"

A young girl, dressed in a black Gi with a black belt and a mask covering her lower face and neck, was sat in the corner. At her name, she bowed slightly and lifted a small hammer, using it to strike the gong beside her. As the Gong sounded, Kanzaki delivered a lightning-fast trio of strikes that...

...passed harmlessly through the space that Peter had been standing in.

Peter rolled backwards and somersaulted to his feet, then dived sideways as Kanzaki launched a flying kick at him. Using reflexes he had forgotten he once possesed, Peter used his flexibility to spin round and leap away from the flurry of attacks heading towards him. As Kanzaki used one of the flanking wooden pillars as a spring-board to avoid going off the tatami, Peter leapt into the air, lightly running up the pillar, then hurled himself onto the ceiling where he stopped, hanging onto one of the roof beams. Below him, he could see Sakura and Kanzaki both staring up at him, Sakura's eyes wide, Kanzaki's thoughtful.

"Most skillful, Pete-san." he said, then he grabbed onto one of the other pillars and swarmed up it. "However, there is a reason that this is known as the path of the Spider."

Peter swallowed as Kanzaki reached the rafters, then he let go and dropped back down to the mat, landing lightly and then hurling himself sideways as his spider-sense tingled. A suprisingly quiet thud marked Kanzaki's descent and Peter found himself dodging another barrage.

X

Kanzaki stood up, rubbing at his stomach and wincing slightly. "An excellent attack, Pete-san. You have passed both tests. Now, be seated."

Peter copied Kanzaki's tailor-fashion pose and Sakura vanished, reappearing with a small table that she placed between them. Kanzaki remained quiet while she returned with a tea set and prepared two bowls of green tea, then she left with a deep bow.

"My daughter is impressed with you." Kanzaki said. "She sees your speed, strength and agility. What she does not see is you have no skill."

Peter froze and Kanzaki let out a small chuckle. "I do not cast aspersions on you, Pete-san. You have great potential. Great natural talent that has got you this far. But you have no skill. You need to learn."

Kanzaki took a small sip of his tea before continuing. "Your reflexes are super-human, you seem to know when a blow is coming even as it is still being launched. But you do not plan ahead. Your fighting style is unruly, inefficient, clumsy, erratic. You lack control, discipline and knowledge. Those are what I shall teach you."

"I am grateful, Sensei." Peter murmured and Kanzaki smiled.

"As I tested you, you were learning." he stated. "I saw your skills improving even in the five minutes I tried to strike you, and in the few seconds before your speed got you through my defences. Lisa-sama was right, you are suited to the path of the Spider, perhaps better than those of us who were born into it. But given who you once were, it does not surprise me."

Peter froze and Kanzaki smirked. "Ah, the look on your face. Who else can crawl across a ceiling like you did? And that jump, even my father was never that agile, and he is known as the master of the path of the Jumping Spider. You were Spider-Man and, when I have finished your training, you will be able to, should you choose, become him again."

Peter blinked several times before he could speak. "I... thank you, Sensei. I know I have much to learn..."

"There is one thing, however." Kanzuki said. "We will train you without cost. However, your webs interest us, we have never been able to duplicate them. We have always used rope, wire, cord and line. We will train you without cost, but we ask you to consider letting the Clan of the Spider study your webs. Maybe we can find a way to make them better, we have many skilled artisans in our ranks."

"My webs are..."

"A great secret, yes." Kanzaki said. "The Clan has kept many, many secrets over the centuries, despite the best efforts of our enemies. Our poisons are ours alone, our healing potions likewise. And our web of knowledge is unrivalled. You have fought alone for too long, Pete-san. Please, let us train you and support you."

X

Peter staggered as he entered the flat and Lisa looked across at him with a sympathetic smile.

"Wow. Kanzaki's going all out with your training, isn't he? How long this time?"

"Eight hours." Peter groaned as he collapsed onto one of the chairs. "Seven hours of him thrashing me, one of me helping him learn how to use the new web-shooters. He's good, he's teaching the others there."

Lisa nodded. "Most of them are just over temporarily. Kanzaki mentioned that they'll be heading back to Japan in a month or two. It's normally just Kanzaki and Sakura."

"About Sakura," Peter asked. "I've never heard her speak."

"And you won't." Lisa said darkly. "When she was young, a member of the Scorpion clan tried to kidnap her. She managed to leave a trail and distract him enough that Kanzaki could rescue her, but... during the fight, she took an injury to her jaw and throat. Since that day, she's been unable to speak and she wears the mask to cover the scars."

"I... didn't know."

"We don't speak of it." Lisa said. "Except to tell another so that he or she doesn't accidently ask about it at the wrong time. She always stays inside, her choice."

"I heard one of the others calling her the House Spider." Peter said slowly. "I didn't know if it was an insult or..."

"No, it wasn't." Lisa said with a smile. "She's one of the best fighters I know, but... she remains in the house or Dojo, and only leaves as part of a large group. As I said, it's her choice and she's happy. I see you went through another grading?"

Peter nodded. "Yeah. Sensei said something about me being one of the fastest learners he's taught. Five belts in four weeks. I guess going up against him and Sakura all the time has helped me learn, but ouch, it hurts."

Lisa laughed and walked over to stand behind him. Reaching down, she started to massage his neck and shoulders, causing him to sigh in pleasure.

"Wow, those muscles are really knotted. You need a hot bath tonight. Just sit there while I have my shower, then you can soak to your heart's content. And don't worry, I'll let you wash yourself."

Peter blushed and glared at her as she strolled off giggling.

X

Peter bowed deeply as Kanzaki placed a black belt into his extended hands.

"Pete-san, you have broken every training record of the Clan." Kanzaki said as Peter straightened up. "You have given us the secret of the Web, which we shall hold tightly, and you have proven yourself to be a true warrior. If you will accept, I ask that you let us declare you Outsider-who-is-Clan to us. Before you accept or refuse, let me explain.

"An Outsider-who-is-Clan is one of us in all that matters. We support them as they support us. They can draw on the resources of the Clan and share their resources with us, as you have gifted us with the secret of the Web, you have already fulfilled the latter. The Clan shall come to their aid, as they aid the Clan. It is a great honour, but also a great burden."

"With great power comes great responsibility." Peter quoted softly. "I accept with gratitude, Sensei."

X

Peter rubbed at the bandage wrapped wound his left wrist, the bandage which covered his new tattoo of a small spider in the middle of a web. The tattoo was small enough and well-placed enough that a watch or bracelet would cover it and the line of Kanji that extended from it around his wrist to tell anyone who could read it that he was allied to the Spider Clan.

"Still hurts, Pete-san?" Kanzaki asked as Peter entered the room and bowed.

"More of a dull ache, Sensei." Peter said as he straightened. "You wished to see me?"

"The Clan has a gift for you." Kanzaki said, motioning to the chest on the table. "You still need more training, especially in weaponry, but we have noted that the crime rate in New York is rising again. We feel it is time for the Spider to be reborn."

Kanzaki opened the chest and stepped back. Peter looked into it and his breath caught at the sight of the familiar pattern sparkling in the light.

"The Clan used your old design to create new outfits for _all_ of the Clan. This suit will give you more protection against slashing attacks, Pete-san. The gauntlets have larger web-fluid resevoirs, and several secondary capabilities that you helped us to develop. The eyes are shaped like those of the clan-suits and..."

Kanzaki trailed off as Peter lifted the suit out of the chest and laid it flat on the table, tears glistening in his eyes.

"Thank you... thank you..."


	4. Chapter 3

All rights belong to Marvel, all mistakes are mine.

**Chapter Three**

Return

The van careened dangerously down the road with erratic gunfire coming out of the back. One of the pursuing police cars suddenly veered off as its windscreen shattered and one of the masked bank-robber thrust a triumphant fist into the air.

"We got another one! Three left, then we're clear!"

The driver grinned beneath his mask as a police officer dived out of his way, then he aimed the van at a second officer who was trying to run. "Heh, ten points!"

An instant before he could run over the fleeing cop, a strand of grey lanced down and the cop vanished upwards in a blue blur. For a moment, the event failed to register and then the driver paled.

"Oh shit! He's dead, he's dead, he's dead! It can't be him!"

A thud on the roof of the van sounded and the driver looked up, panic in his eyes.

"It is him!"

"What's going on?"

"Spider-Man! He's back!"

A second thud sounded, then a third and the driver's eyes widened further as a black-clad Spider-man appeared in his side-window while a second one dropped own onto his windscreen.

"There's more of them! Theres mooorrre ooof theeeeeemmmmm!"

X

The news-reporter froze, her eyes wide. Not at the sight of the three criminals suspended from the side of a building in a cocoon of webbing, but at the fact that they were surrounded by no less than five figures, all dressed in black full-body outfits covered in a silver web-design. Silver cuffs covered their forearms while a silver spider-silhouette rode on their chests. Straight swords were crossed on their backs while daggers, sais, nunchucks or other weapons rode on their silver belts. Of the five figures, two were obviously female, one looking down from the van the criminals had hijacked, the second, hanging upside-down from a web-line attached to a nearby lamp-post.

"What..?"

One of the figures turned and walked over to where the reporter was standing. For a moment, he stood silent, then he placed his hands together and gave a formal bow.

"We apologise for leaving New York city unprotected for so long." He said in a soft Japanese accent. "We have now selected the new guardian for this city, but we ask that you treat him better than you did the last one. From this day on, a Spider-Man will watch over New York once more. Now, it is almost time for us to return to our own cities. The time has come for the Spiders to be seen."

Before the reporter could gather her wits, the man fired a strand of webbing and flew into the air, closely followed by three of the other four. The last one, who was somehow clinging to the side of the building, waited, waved, then leapt off the wall and swung away, somersaulting as he vanished round the corner.

"Oh. My. God." the reporter whispered.

X

"Aaaaahhhh!"

The old couple in the car clung to each other as one black-clad Spider-man used webbing to pull their car back from the edge of the bridge while a second one stood by the side, lifting the front of the small car so that its front wheels could be returned to the roadway. After a few seconds of effort, the car was settled back onto the road and the Spider-man by the window spoke.

"That was close. You really need to be more careful and check the rest of your tires. If we hadn't been nearby, it could have been a lot worse."

As the couple looked on in shock, both of the Spider-men placed their palms together and gave a small formal bow, then they used their webbing to launch themselves into the air.

X

"My ballooooon!"

The small girl stretched her arms upwards, trying to grab the helium balloon that was floating away while her brother snickered. An istant later, a lithe black-and-silver figure swung by overhead, grabbed the trailing string of the balloon and landed lightly on the road. Straightening, the Spider-woman handed the balloon back to the wide-eyed girl, ruffled her hair and then used her webs to return to her patrol.

"Wow..." the little girl breathed. "Spider-woman..."

X

"No, no, no, no, no."

The teenage robber slowly placed his shotgun on the ground and raised his hands into the air as he looked at the two figures that had dropped down in front of him. A cop jogged up, gasping for breath and paused as both black-clad figures gave him a slight bow, then one swarmed up a streetlight and swung away while the second used a car and a van as springboards to get enough height so that she could arc off into the sky.

"Spider-man _and_ spider-woman?" the teenaged robber moaned as the cop snapped handcuffs onto him. "One of them was bad enough, but two? This just isn't my day."

X

"What. A. Day." Lisa stated as she closed the flat door behind her and accepted a mug of tea from Peter. "How many of you were out there? We were getting reports from all across the city."

"All of us." Peter said with a smirk. "Only for the day, but Kanzaki-Sensei thought it would be best if everyone thinks that if you kill one Spider, a dozen new ones will appear. How did it go at your end?"

"SHIELD." Lisa said with a smirk. "Within thirty minutes of you starting your morning heroism, we had operatives arriving in every single police station. When news came from Japan about similar figures appearing and helping the cops there catch criminals, the agents almost went nuts. You really sparked something off, you know."

Peter nodded with a wry smile. "Yeah. The others have gone to the airport and are on their way back to Japan. Only Kanzaki and Sakura are still here, and they've both admitted that doing all that web-swinging all day pretty-much shattered them. They need a few days to recover."

Lisa nodded and took a sip of her tea. "I heard. By the way, Kanzuki kept gloating quietly about the new outfits. What's the story?"

"They used my old one for the design." Peter said. "Pictures and so on. They used an odd silk/kevlar thing for the underlying fabric with strategic kevlar panels to protect the vitals, while the webbing is made up of metal links to stop knives from slashing through. Doesn't really help against stabs or bruising, but it'll cut down on the number of cuts I get. The gauntlets are reinforced so they can be used to block things and have some cool secondaries, _my_ suit is the only one that doesn't have tiny retractable claws in the fingers and toes to aid climbing or kevlar bands to prevent dislocations or excessive strain while web-swinging. And the Clan has promised me as much web-fluid as I need, they've already set up a lab in the basement of the Dojo."

"Nice." Lisa said with an appreciative nod. "It's good having you back."

"It's good to _be_ back." Peter said. "It's good to be back. Oh, since I was back early, I made tea."

X

"That was delicious." Lisa said, leaning back in her chair and rubbing at her stomach. "That settles it, _you_ are on cooking duty from now on. No more ready-meals."

"Thanks." Peter said as he collected the empty plates and took them over to the sink. "My aunt taught me how to cook, I think she was worried that I'd go to college and starve or something. I learned a lot from her."

For a few minutes, the silence was broken only be the sound of Peter doing the washing up, then Lisa spoke.

"Going out again tonight?"

"For a few hours, yes." Peter said. "I picked up more webbing on my way back... it's really nice not having to worry about using as little as possible, so I was thinking of patrolling for a few hours then turning in. I'll come back through the window. Quietly, I promise."

"Speaking of webbing, how did the others swing like that?" Lisa asked. "I'm not a full initiate, so I'm not privy to that secret."

"It's an addition to the formula." Peter explained as he picked up the drying cloth. "The webbing solidifies as it is fired, but after a second or so, it contracts by 75%. Disintegrates faster, too. Less than ten minutes. Very useful for a fast getaway. Lets me pick up speed far quicker than simply swinging. I just have to remember to be careful what web I select."

"And you know how to use those weapons?"

"Kanzaki's still training me." Peter admitted. "Again, my abilities really do help. I'm still an amateur with the swords, but I'm actually fairly good with the chain-whip and the tonfas. Next time I have to go up against one of my old enemies, they won't know what hit them."

X

The door to the briefing room opened and the one-eyed black man stormed in.

"What do we know?" he demanded. The assembled agents looked at each other, then one spoke up.

"We have positively identified at least thirty-four different Spider-men and –women in various cities across the globe. The largest concentration is in New York, with between nine and twelve, but most of the rest were in Japan. We do have reports of similar figures in London, Paris, Berlin, Moscow and several other places, but only one or two in each location."

"Where the hell did they come from?" Fury snarled. "Why didn't we get a sniff of this?"

The spokesman shrugged. "We're still looking into it, sir. Most of the Spiders spoke with what we believe to be Japanese accents. We don't yet have a proven link between the original Spider-Man and the new ones, but the web-patterns on their outfits are almost identical. We don't believe that it is a coincidence."

Fury glared at the proffered folder for a moment.

"Are we certain Parker is dead?"

"There has been no sign of him for several months and tests on the recovered fragments of his uniform show that when he last wore it, he was suffering from malnutrition and bleeding very heavily. Without help, no-one could have survived, and he had no-one left in New York he could go to."

"Xavier?"

"Already checked." another agent said. "No new students and given Spider-Man's last known state, he would have needed a lot of medical supplies. My source says that the Xavier institute hasn't restocked its medbay recently."

"The Richards family?"

"Nothing there. The Human Torch is still in mourning. He's not a good actor, we'd know if he thought Spider-Man was still alive."

Fury considered it for a few minutes, then gave a sharp nod.

"There has to be a connection. Examine everything about Parker's life. I want to know his favourite cartoons, what he had for breakfast on his birthdays, everything! And do the same for his friends and family. There has to be a link. I just don't know what it is yet."

X

"What the hell happened! That masked freak finally died, and then the whole tribe comes out of hiding?"

The whole floor of the Daily Bugle remained silent as JJ Jameson stalked round in high dudgeon.

"I want to know who these new freaks are! I want to know where they came from and what they're doing here! I want pictures! Where the hell is Parker?"

"He's still missing." Robbie observed from where he was leaning on his desk. "They think he died in the same fire that killed his aunt and two best friends, but they haven't found the body. My police source says that SHIELD are investigating, but they'll probably declare him dead."

JJJ glowered at him, then continued to stalk round. "I want pictures, I want quotes! I want to know what these criminals are really up to!"

"Returning children's balloons?" a voice asked from the back of the crowd. "Yeah, that's real criminal."

"WHO SAID THAT?"


	5. Chapter 4

All rights belong to Marvel, all mistakes are mine.

I'm introducing an Original Character now. Yes, she was somewhat inspired by Warren and Hawkgirl. Please don't sue me.

**Chapter Four**

Wings

Peter fumbled the key out of his pocket one-handed and opened the door before picking up the grocery bag. Walking in, he heard water running in the bathroom, the flow changing in a way that indicated that the shower was in use. Retreiving the key, he closed the door and carried the bags through to the kitchen where he started to unpack them, sorting out the ingredients for the meal he planned. Switching on the stove, he quickly put a saucepan of water on to boil and busied himself preparing the meat and vegetables. Hearing the water stop, he put the kettle on and dropped a teabag into a mug before returning his attention to the meal being prepared.

As the kettle boiled, Peter heard footsteps approaching. Grabbing the kettle, he poured the water into the mug and gave it a quick stir before loading the seasoned meat strips into the oven. Fishing out the teabag, he added milk and looked up as the other person entered.

"I heard you in the shower, so I made you a cup of... who are you?

The towel-clad teenaged girl froze, her hands still holding the small towel that she was wrapping round her head. Peter stared at her, then his gaze moved slightly back.

"Are those... wings?"

The girl flinched and started to back away, he face pale.

"Hey, wait. It's okay, I'm a friend of... hey, wait!"

The girl spun and tried to run, but her foot slipped and she fell. Peter leapt over the food counter and moved to pick her up, but she writhed away from him.

"No! Leave me alone!"

"I'm trying to help." Peter snapped. "Now stop squirming so I can... oops."

The girl gasped as Peter accidently pulled her towel off and quickly curled up, wrapping her wings around her. Peter froze and then half-dropped, half-threw the towel over her.

"Wait here." He ordered and ran to his room. Grabbing the largest shirt that Lisa had purchased for him, he ran back to find the girl huddled in the corner, towel held protectively in front of her.

"Here, put this on. Umm, I don't know if it'll fit over your.. your wings, but it'll be better than nothing. Wait, give it back a moment."

Peter dashed back to the kitchen, turned down the heat of the stove and then fished out a pair of scissors. Mentally apologising to Lisa, he cut out a hole in the back of the shirt, just below the collar, then carried it back to the teenager who was staring at him.

"Here. You can fit your wings through the hole so you don't get them cramped. You look to skinny, you could do with some food. God knows how I'm going to explain this to Lisa..."

"You know her? Are you and her... why are you..?"

Peter sighed and shook his head as he turned back to the kitchenette. "She saved my life and took me in, saved my sanity too. It's complicated. We're not an item, she's told me I'm too young for her. I help out around the flat and... elsewhere. You dressed yet?"

"Wait... yes. Hang on... okay."

Peter turned round to see her standing looking at him, shirt buttoned and the large towel now re-purposed as a skirt. Her wings were clamped against her back and her eyes were wide. Peter motioned to the cup of tea.

"Okay, drink it before it gets cold. I'll add some more food, and we'll see what happens when Lisa gets back from her shift. If you want to talk, fine, if not, also fine. But you're not leaving until after Lisa gets here. How hungry are you?"

"I... haven't had a proper meal for weeks..." the girl whispered and Peter opened the bread bin, pulled out a roll and passed it to her.

"Butter is there, here's a butter knife. You look famished."

Peter watched as she almost inhaled the roll and when she picked up the tea and took a sip, he passed a second roll across to her.

"Looks like you had it bad." he said softly. "Almost as bad as me. At least you're still mobile and not bleeding to death."

The girl looked up at him with an arrested expression and Peter gave a lop-sided smile. "Name's Peter. No last name, not at anymore. What do I call you? Wing-girl seems... can you fly with those?"

She nodded and Peter's eyebrows rose. "Nice. Wings to do with your current state? I see. So, why here? Just spotted the window was open and flew to the ledge? Or did you mean to come to here exactly?"

"Lisa." she whispered. "She's... she's my sister. I'm Sara."

Peter stared at her, unable to respond.

X

"Peter, I'm back and something smells great."

Sara looked up at the familiar voice and Peter grinned from the kitchenette where he was starting to serve up.

"Food is being served and I have a surprise here for you."

"A surprise?" Lisa said in a teasing tone of voice as she walked in. "Why, Peter, I didn't know... you... Sara?"

Sara's eyes filled with tears and she flung herself into Lisa's arms, sobbing and trying to talk incoherently. Lisa hugged her, then frowned.

"Sara, what are these? What happened to you?"

Sobs shook Sara's body and Lisa glanced over at Peter. "She said the wings grew about two weeks or so back, and her step-dad tried to kill her, calling her 'mutie scum'." Peter said, feeling the protective anger her explanation had inspired surfacing again. "She managed to escape and discovered she could fly. She didn't know where else to go, so she came here. She almost had a nervous breakdown when she found me here."

Lisa frowned as she guided her younger sister to one of the dining chairs. "Why that lousy, good-for-nothing, ignorant, bigoted..." she began, then she cut herself off and inhaled deeply. For a moment, she simply held her sister, then she spoke. "It's alright, you can stay here. Peter, can you pull out the spare futon after tea, she can stay in my room."

Peter nodded as he placed the plates of food on the table and Lisa slowly released her sister, looking her in the eyes. "You did the right thing, coming here. You're safe now. Come on, let's eat, you'll feel better with one of Peter's meals inside you."

Sara sniffed a few times and wiped her eyes as Lisa sat down and picked up her fork, looking at the dish in front of her. "This looks great. Eat up, sis. You're too skinny."

Sara giggled damply, then wiped her eyes again and picked up her own fork.

X

"So." Peter said as Lisa sat Sara down. "Any particular areas you want me to patrol tonight?"

Lisa looked at him, then glanced significantly at Sara.

"Come on, she's your sister and she has wings. That's two reasons she won't blab."

"And I can hurt people by screaming." Sara said quietly. "It's how I escaped."

Peter raised an eyebrow. "Really? I studied sonic phenomena at college... We'll have to test it out somewhere. Learn the limits of it. Anyway, she's your sis and she's got wings and a great scream. That's two... no, three reasons she isn't going to tell anyone. After all," he added bitterly, "Who trusts a mutant?"

Lisa blinked a few times, then nodded.

"Okay."

"You tell her. I'll suit up."

X

Peter stepped out of his room, pulling on the mask. Looking round, he saw Sara staring at him, eyes wide. Grinning under his mask, he leapt up and secured himself to the ceiling, then rapidly crawled across to the window.

"Any last-minute instructions? I'll be back by four, I have to go to the dojo at mid-day. Sensei wants to continue training me in bladework."

"Just do a normal patrol." Lisa said. "But there's a police raid planned three blocks south of Oscorp, you may want to swing by there around midnight."

Peter saluted and vanished through the window. A few seconds later, a faint _thwip_ announced his departure.

"He... really is Spider-man."

"The original, yes." Lisa said with an odd combination of pride and sadness in her voice. Sara looked at her and she continued. "He lost his entire family, and his best friends a few months ago. He... couldn't cope. Went beserk, cold beserk. Took on and defeated his enemies, he didn't care if he lived or died. In fact, I think he was trying to get killed. The battles took their toll on him and after his last one, I found him. Bleeding, battered, feverish... he was out for over a month. I hid him, did my best to look after him and when he was healed enough, asked grandfather's clan for aid. They taught him how to truly fight, helped him along the road to recovery, and gave him his new outfit. You remember the Spider-men fuss a month ago? That was him returning to being a hero. With a little help. Since he returned, crime has dropped by over 40%. I think the public finally realise how much good he does."

Sara stared at the empty window, but her mind was elsewhere. Lisa smiled at her, then urged her to her feet. "Come on, I'm on day-shift tomorrow and I need to turn in. You get the second futon, now come on. You need rest. He'll be back later. Besides, I thought you didn't like boys that way?"

Sara blushed furiously and glared at her sister, who simply smiled.


	6. Chapter 5

All rights belong to Marvel, all mistakes are mine.

**Chapter Five**

Fledgeling

"Sensei? Are you here?"

Peter looked round the hall, then his gaze was drawn to a dark-clad figure that had dropped down into the corner. "Sakura-sama, is Kanzaki-sensei available?"

Sakura looked at him, then turned her penetrating gaze to the teenage girl with the large backpack trying to hide behind Peter. She raised an eyebrow and made a quick hand-motion.

"Yes, she is why. This is Sara, Lisa's sister. You probably don't recognise her, but..."

Sakura made a few gestures, including one at waist height.

"So you do remember her? That makes things easier. Is Kanzaki-sensei available? If not, when will he be available?"

Sakura motioned and Peter pulled Sara into the Dojo, closing the door behind them. Sara looked round, then she frowned.

"Where did that silent boy go?"

"You mean girl." Peter said. "That's Sakura. She's brilliant at stealth, she used to try and sneak up on me. Only when she found that my... special skills let me detect her, she kind of took it as a challenge. She somehow found a way of doing it. She still scares the hell out of me sometimes by popping up beside me. Wha? Owowow!"

Sara had her hands clapped across her mouth and was blushing while Peter and Sakura both stared at her wide-eyed.

"You weren't kidding about that scream of yours, were you. Ouch, my ears will be ringing for an hour."

"What was _that_?" asked a voice and Peter turned and bowed deeply.

"My apologies, Kanzaki-sensei, it was my fault. I neglected to warn Sakura-san not to practice her stealth around Sara, sister of Lisa, and Sakura-san startled her. She has yet to learn to control her new-found powers, I came here hoping that you would have suggestions for that."

Kanzaki stared at him, then at Sara for a few minutes. "I detect more here than you have told me. Hang up your coats, we shall have tea."

"Ah, Sensei, before that, may I explain something..?"

X

Sara accepted the bwl of tea and took a small sip, her gaze fixed on the table while Peter finished his explanation.

"...then I asked Sara if she wanted to help me, and she said yes. However, she doesn't know anything about fighting. She used to do some fitness things, but she's still adjusting to her new wings."

Kanzaki nodded, his gaze not leaving Peter.

"I didn't know what to do. I've improved, but I'm nowhere near experienced enough to teach. And my style isn't going to work for her, anyway. She needs to learn something she can use in the air. Things like Shuriken and Kunai. Her wings are her most vulnerable point, she needs ranged attacks."

"Like that remarkable scream."

Sara felt her blush forming at Kanzaki's amused tone.

"I had a few ideas about that." Peter said. "I know a lot about sonics, with a few tests, I could build something that would focus her scream. Maybe turn it into a sonic lance. Limit the arc of effect, at least."

"An interesting idea, Peter-san." Kanzaki said slowly. "I shall support you on this, we shall see how it goes. Furthermore, I shall recommend to the Clan that we seek out those with powers and offer them sanctuary in our ranks. Given how your case worked, I think there will be far less opposition this time. Now, Sara-san."

Sara inhaled sharply and slowly raised her gaze.

"You have remained quiet this whole time. But this is something only you can answer. Do you wish this? It will be hard, you will curse me, Sakura-kun and Peter-san as you lie in an exhausted heap of feathers during the training. You will take many bruises and will have to practice until you think you are about to fall apart. Knowing this, do you wish this?"

Sara nodded. "Yes, Sensei."

"Why?"

For a moment, the question floored her, then Sara remembered something that her sister had said. "Because with great power comes great responsibility."

Peter's eyes flared wide and he stared at her, but Kanzaki simply smiled as he rose.

"Very well. Then tomorrow we shall commence."

"With great power comes great responsibility?" Peter whispered to her as Kanzaki and Sakura left the room.

"Lisa said it last night. It just seemed right. Why?"

"Long story." Peter replied. "My uncle used to say it. I'll explain later."

X

Sara felt drained and exhausted as she stumbled into the Dojo's female bathing room, wings trailing limply behind her. Leaning against the wall, she tried to undo her belt, only to find another pair of hands doing it for her.

"Wha... Sakura?"

The younger girl nodded and quickly helped Sara shed her clothes, carefully easing the jacket down over the wings, then she guided her to a small stool and set her down. Sara closed her eyes as warm water was poured over her, then soap was rubbed into her back between her wings. The warmth sapped the remnents of her concentration and she felt her mind emptying, her thoughts drifting, until Sakura lifted her back to her feet. Sara blinked and let herself be guided to the steaming tub. Entering the hot water, she slumped against the edge of the tub, her head resting on her arms as Sakura began stroking the feathers of her wings to re-align them.

X

"My daughter seems to have taken a liking to her." Kanzaki noted as he and Peter looked down at the Shogi board between them. "Sakura has never been interested in boys. I hope that Sara does not accidently break her heart."

"Lisa said that Sara didn't like boys." Peter replied, moving a piece forwards. "No, actually that she preferred girls to boys. Did I really just say that?"

"You did. And I thank you." Kanzaki said. "Sakura has been telling me that Sara's wings are soft and smooth, and when they sit together, Sakura likes it when Sara curls a wing around her. She said that she would probably not give up her new webbing for wings, but that if she had the choice, she would have to think long and hard about it."

"Sara's learning to understand Sakura's signing." Peter said, frowning at the move Kanzaki had just made. "I think she really likes the way that Sakura helps her to keep her feathers aligned and oiled. It's one heck of a job, and needs to be done almost every day."

Kanzaki nodded and moved his piece in response to Peter's gambit. "Her skills with shuiken are scary. She hits what she aims at, never misses. How go the scream tests?"

"I'll need to use the workshop again, Sensei." Peter admitted, "But I've managed to create a set of vairable-stabilisation sonic adjusters that she can wear. A microphone on the throat to analyse the sonic form and generators on the arms, to..."

"Enough. I do not need to know all the technical details." Kanzaki said with a wry smile. "In fact, I sincerely doubt I would understand them. I assume it will work, yes?"

"The prototype des, but it's bulky." Peter said. "I can shrink it down to the same size as these."

Kanzaki raised one eyebrow as Peter tapped his gauntlet, then he moved a tile with careful deliberation.

"I believe that I win in three, Peter-san." he said, hiding a smile as Peter winced at how the elegant trap had been sprung. "It is, perhaps, a pity that your 'spider sense' does not apply to games of strategy. Now, back to Sara. You said you were working on her outfit, yes?"

"Yes." Peter said. "Since she can fly, I included a few things to help her out. For instance, the lenses in her helmet will do more than just protect her eyes from the wind..."

X

The target rippled slightly, then the middle of it shredded, pieces flying backwards. Peter uncovered his ears and moved closer, examining it. After a few minutes, he walked back to where Sara was standing, arms still outstretched.

"You can lower your arms now. It works."

Sara blinked a few times, then a wide grin appeared on her face. "It works! I can control it! Thanks, Peter!"

Peter nodded and caught one of her arms. Flipping up the cover on the gauntlet, he examined the readouts and nodded. "All systems still working. Okay, remember that the closer your wrists, the tighter the sonic beam, although keep your wrists at least ten centimeters apart. Now, let's see about your area-attack. Arms at ninety degrees apart, aim for those five targets there."

Sara nodded and adjusted her stance. Taking a deep breath, she unleashed another scream. The dust on the ground seemed to ripple and the targets themselves flew backwards. Peter nodded and looked down.

"I may have to make a few adjustments, that much vertical spread could be a problem. Maybe..."

"Maybe what?" Sara asked, looking at him curiously.

"Hand positions." Peter said. "I'll upgrade your gauntlets tonight so that your finger positions can change the focus settings and then we'll see what hand-positions are best for you. Now, let's test the secondary attack. Can you fire at that target? Normal dart."

Sara nodded and extended her hands. Using the same finger-positions as Peter used when using his webbing, she fired a pair of darts at the target, then she and Peter walked over. Peter pulled out one of the darts and looked at it.

"Nice to see that I finally got it working."

"Amazing that it's the same as you use for your webbing." Sara smiled. "Feather-darts that disintegrate after half a minute."

"With very sharp tips." Peter grinned. "Okay, let's try the razor-feathers next."

Sara nodded, tapped her thumbs against the concealed buttons located on the first joint of her forefingers, then she fired at the next target. The resulting feathers were thinner and sliced into the target, coming to a stop with just the ends showing.

"Excellent." Peter said, satisfaction in his voice. "Paralysis feathers."

Sara tapped the select-buttons again, then raised her arms.

X

Sakura's eyes widened as Sara entered the room. Rising, she slowly approached her and circled her, then gave a thumbs up.

"That looks good." Peter said from his perch on the wall. "I really like the feather-effect on the tunic. How are the boots?"

"They fit perfectly." Sara said, looking down at the boots which had been made specifically for her, boots which were styled to give the impression of claws. "Thanks for developing that new web-type."

"It was a spin-off of something I was working on for the Clan." Peter said. "I wanted to give them the ability to stick to something for a second or so, discovering a varient that was sticky only while an electric current passed through it was interesting. The Clan are upgrading their gauntlets to include it in their fingertips and toes instead of the hooks. Once you get into practice, you can swoop down, plant your hands or feet on a criminal's back and scoop them up into the air."

"As long as I don't accidently trigger them again while walking." Sara giggled. "Sakura, thanks for catching me."

Sakura bobbed her head and made a few signs, causing Sara to laugh.

"What? What did she say?"

"It's a girl thing." Sara said with a teasing grin and Peter gave her a strange look. "No, really. It's a girl thing. So, when can I join your patrols?"

"First, you have to convince Kanzaki-sensei that you're ready." Peter said and Sara let out a groan.


	7. Chapter 6

All rights belong to Marvel, all mistakes are mine.

**Chapter Six**

Soaring

"Look! Up in the sky!"

"Is it a plane?"

"Is it a bird?"

"I don't believe it." said a tourist who had captured the flying figure in his binoculars and was staring at it. "It's a winged babe in tunic and tights."

The crowd turned almost as one to stare at him and he gave a self-conscious shrug as a now-familiar silver-on-black figure swung past overhead.

"What? What?"

X

Sara grinned as she felt the wind whistling past her cheeks. In her eye-lenses, small readouts gave her direction and speed, as well as a small map of New York.

"Spider-man to Peregrine, how you doing?"

"This is wonderful!" Sara half-shouted in response to the voice in her ear. "I love it!"

"Getting tired yet?"

"Nope." Sara grinned. "Although I'll admit that the thermals help. Hold on... did you hear that?"

"Bank robbery, police cars in pursuit, shots fired." Spider-man confirmed. "Come on, let's go."

Sara banked gracefully as below her, Spider-man used his catapult-webbing to accelerate in a way that would have left any other person with sore, if not dislocated, shoulders. The pedestrians below looked up as the two of them hurtled down the road and then Sara pulled up in a perfect Immelman turn as the robbers car and the half-dozen pursuing police cars raced by underneath.

"I have them in sight." she said as she saw Spider-man swinging round a building, keeping his speed as he swung into pursuit. She swooped down slightly ahead of Spider-man and thrust her arms out.

"Grab on, I'll drop you onto the roof."

She felt her arms seized and pumped her wings as hard as she could, turning her pursuit into a power-dive. Flattening out, she passed over the police cars and then pulled into a climb as soon as she felt Spider-man let go.

"I'm on. Can you take out the engine?"

"I... I... you're too close..."

"Just as in training." Spider-man said reassuringly. "If I sense I'm in danger, I'll leap to safety."

Sara nodded and extended her arms ahead of her, cupping her fingers in order to tighten the resulting beam. Taking a deep breath, she did a wing-over and dived towards the getaway car, releasing a scream as she picked up speed.

The near-solid sonic beam lanced down, visible only as a rippling distortion in the air, but when it hit the bonnet of the car, the results were more than she expected. Rather than denting the bonnet and bouncing off, the beam punched straight through it and the car seemed to jump, then it spun out, a trail of metal fragments scattering across the road behind it. As the pursuing police cars skidded to a halt, the doors of the robbers car opened and four men scrambled out. Spider-mman reacted almost instantly, webbing two of them down and leaping on the third but the fourth managed to flee the other way, heading for an alley. Sara pulled in her wings and dropped in a steep dive, turning it into a curve that brought her hurtling towards her target.

"I hope this works..."

Activating the sticky-covering of her gauntlet palms, Sara grabbed the fleeing criminal's shoulders and at the same time, pumped her wings to gain height. The sudden load caused her shoulders to protest despite the straps that prevented dislocation and she looped round and flew back to the wrecked car, swooping low and depositing the robber in the arms of the waiting cops.

"Peregrine!"

All eyes turned at Spider-man's call and Sara flew upwards as Spider-man leapt from the wall and swung off.

X

"That. Was. Amazing! Did you _see_ that?" Sara bubbled as she and Peter perched on the edge of a large building near a stone gargoyle. "I mean, _Pow_! Straight through the bonnet, shredding the engine! I didn't know I could do that!"

"You did great." Peter grinned, having lifted his mask slightly, then he took a sip of the drink he held. Sara took a sip of hers, then she continued.

"What a _rush_! I can't wait to tell Lisa! I have to tell Sakura!"

"You and her seem to be getting on very well." Peter noted as casually as he could and Sara nodded.

"Yeah. She's a great friend, a... she's... Peter, can I ask you something?"

"Sure."

"Sakura likes me and I like her, but... can you ask her if she _likes_ me?"

Peter blinked and ran the sentence through his head in case it made more sense the second time.

It didn't.

"What? Again, please?"

"It's just..." Sara broke off and Peter glanced across, seeing her strong blush. Realisation dawned.

"You're in love with her."

Sara nodded and Peter smiled reassuringly. "Her dad knows how you feel about her, he has no reservations about it. You should talk to her. Tell her how you feel. Have a sit-down with her, wrap your wing around her. She really likes that, you know."

Sara's blush deepened and Peter reached out, resting his hand on her shoulder.

"Go for it."

"Were you ever..."

"Her name was Mary Jane." Peter said softly. "She was the most beautiful woman I had ever seen, emerald-green eyes, fire-red hair, a smile that could light up the world... I don't regret a single minute of the time we spent together. She knew who I was."

"...spider-man?"

"Yeah." Peter laughed. "I showed her by hanging from the ceiling and she was so surprised that she fell off the bed. My aunt thought we were getting up to something and decided that then and there was a good time for _The Talk_."

Sara laughed. "Oh no. She didn't?"

"She did." Peter confirmed. "_The Talk_. From my Aunt, to me and MJ, in my bedroom. Embarrasment city, I tell you."

Sara put her drink down carefully and leaned back against the wall, laughing so hard that tears ran down her cheeks. "Oh. My. God."

"My face was so hot, I thought I'd catch fire." Peter added and Sara clutched at her ribs.

"Oh god. Oh god... with your... oh wow."

"You'd better hope that Sensei Kanzaki doesn't decide to have _The Talk_ with you two." Peter added wickedly, raising his cup to hide the smile on his lips as Sara blushed bright red.

X

WHO IS THE PEREGRINE?

Peter smiled at the headline on the paper spread on the dining table, then looked sideways at Lisa, who was reading it intently.

"Heck of a picture." she commented and Peter nodded, looking the image of him swinging under a bridge with Sara flying just ahead of him, wings extended and arms by her sides.

"Why doesn't she fly with arms extended?"

"It's to do with balance." Peter explained. "When flying above a certain speed, small winglets extend from the side of her boots, they're transparent so most people will never notice them, but she uses them for stabilisation and maneuvering. By keeping her arms in like that, she can use them as airbrakes to aid in turning and her weight is far back enough that she doesn't have to fight to avoid entering a dive."

Lisa nodded, then glanced round. "Where is she, anyway? At the Dojo again?" Peter nodded and Lisa laughed. "Wow, she and Sakura really have it bad for each other, don't they?"

"Sara made a slight reference to Sakura's scars." Peter said. "I think things have become serious between them if Sakura let her see them."

Lisa nodded slowly, then turned her attention back to the story. "They claim she's your new sidekick, I guess that's accurate enough. They say she's Japanese... what?"

"Haven't you noticed?" Peter laughed. "She changes her accent a bit when she dons her helmet. I asked and she admitted that she was copying Sakura's way of talking, said it 'felt right'. I decided not to tease her about it."

"Thanks." said Sara as she entered through the window, folding her wings against her back. "But you could have told me, I was waiting all day for a comment from you."

"When you can snatch the pebble from my hand, grasshopper, you will be ready to learn the path of witty banter." Peter said in a comically bad oriental accent and Lisa choked on her cup of tea. Peter passed her a cloth and she wiped her face and gave him a glare spoiled by the fact that she couldn't hide the smile on her face.

"Pebble? Grasshopper? What are you talking about?" Sara asked in bemusement, her confusion deepening as both Peter and Lisa started to laugh.

X

"Bathroom's free."

Sara instantly rose from the settee and moved past her sister, who was wrapped in a toweling robe and finishing wrapping her hair in a towel-turban. Lisa watched her go past, then turned to Peter with a raised eyebrow.

"We had a fight with the Hobgoblin." Peter said with a shrug as he continued to wash the salad ready for tea. "It took us over the sewage plant and she was swooping low when a misplaced bomb… well, she wasn't very happy and she let Hobbie know about it. She washed off most of it straight after, but she really, really wants that shower."

"I thought I smelt something… odd." Lisa admitted, walking over and picking up the glass of juice that was waiting for her. Taking a sip, she glanced back at where her sister had vanished. "I didn't want to say anything. Thanks for explaining."

Peter nodded, shook the salad to get rid of most of the water and dumped it into a bowl which he put straight into the fridge.

"So, what happened to the Hobgoblin?"

"By now, the cops should have him." Peter grinned. "I wrapped him up good after Sara destroyed his glider."

Lisa nodded, her eyes crinkled slightly. "So, exactly where…"

"It wasn't the main tanks." Peter said, understanding her question. "It was one of the last of the filter tanks, so all the really bad stuff was gone. Just wetness, a slight but pungent aroma and a lot of disbelief. Hell of a powerful shout, though. I need to check her gauntlets later, make sure she didn't burn out any of the circuits. After lunch, I'm hitting the sack. Unless you need us for anything this afternoon?"

"Nothing's planned." Lisa said, taking another sip. "Of course, you know what that means."

Peter grinned. "Well, the bust you mentioned for tomorrow? Sensei asked if he and Sakura could come along too. Unless you think three spiders is too many."

"Sure." shrugged Lisa. "The more the merrier."


	8. Chapter 7

All rights belong to Marvel, all mistakes are mine.

**Chapter Seven**

Friendly Fire

"That was nasty." Peter sighed, looking down at the distant cluster of police cars. Somewhere amidst the flashing lights, the Rhino was trussed up in several pellets-worth of webbing, with impact-marks of paralysis darts on his face. "I mean, what two-bit criminal organisation hires a heavy like him? And why would he accept the job offer?"

"Good thing we were here to back you up, Peter-san." Kanzaki said from his perch just below Peter on a girder of the semi-completed skyscraper. "Had I not managed to distract him, you would have had more than just bruises."

"I think he holds a grudge from when I conned him into jumping onto thin ice." Peter admitted, rubbing at the bruises on his abdomen. "By the way, Peregrine, nice one realising that his face was his vulnerable point. And good shooting."

Sara nodded as Sakura finished bandaging her arm, then Sakura lifted her mask and they exchanged a kiss while Peter and Kanzaki took a new interest in the action far below.

"Well, I guess that…"

"Where's Peter?"

Peter froze at the familiar voice, then he slowly looked round to see a fire-covered figure swooping towards them. The flames dissipated as the figure landed to reveal the familiar features of his old friend, Johnny Storm. The blond youth glared at the four of them.

"Where is he? What have you done with him?"

"I'd like to know that too." came a familiar voice and Peter closed his eyes in pain as Jessica Parker, his gender-swapped clone created by the now-imprisoned Otto Octavius, lowered herself down from above and stood beside Johnny, her red-and-blue costume clinging like a second skin.

"I second that motion." another familiar voice said and Peter opened his eyes to see his former girlfriend and fellow-hero Kitty Pryde phase down through the floor above to land beside the other two. Kanzaki stared at them, then he turned to lok at Peter. The newcomers followed his gaze and Johnny stepped forwards.

"Peter? Is that… who are..?"

"Probably clones." Kitty said. "I thought Jess there was the last of them, but three black spider-men… well, two and a girl? Clones. I bet it's SHIELD playing games."

"I had nothing to do with it." another voice said and Peter grabbed his head in his hands as Fury appeared round the corner, followed by a pair of agents. Fury waved the agents back and strode forwards, his eye fixed on Peter.

"You had me worried for a while." he said, his voice soft. "I thought you were indeed dead. And then the spider-men popped up all over the world. At first, I thought it was people you had saved taking up your mantle, but the distribution was all wrong. Then I found out about the Clan of the Spider. After that, it was a simple matter of keeping a watch on all of their safehouses until we managed to find you. You must spend quite a bit on that dye. I assume the Spider Clan support you."

Peter sighed and pulled his mask off. Standing up, he suddenly found himself being hugged by Johnny and Kitty, both of whom had tears running down their faces.

"Dammit, web-head! How could you do that to us?" Johnny managed to ask.

"I… I'm sorry."

"We thought… thought you were dead." Kitty managed and Peter put his arm around her in a reassuring hug.

"I almost was. I was out of it for almost two months, and it took longer to recover." he said quietly. "When I was ready to return, the Clan made me an offer. Support. Backup. Medical aid without questions. As much web-fluid as I needed, and a lab to develop more types. Weapons and training. I'm stronger now. Faster, more agile, better in combat."

"You could have contacted us." Johnny accused and Peter nodded.

"I could have, no, I should have, but… I didn't want to risk more pain." Peter admitted. "It still hurts. Even after all the aid li.. the aid I received, the comfort offered, the thought of seeing you again still hurt. The memories, the…"

Johnny nodded and released Peter, stepping back to scrutinise him at arms length. Kitty also stepped back, her gaze penetrating.

"Swords and… tonfas? New gauntlets… nice chain-mail. I guess it cuts down on blade-wounds. You got stabbed and shot way too often. On you it looks good, but who are these three?"

Peter started to answer, then paused, looking at how Kitty was standing. "Kitty, are you and hot-head here…?"

Kitty nodded. "After you… after we thought you had died, Johnny and I helped each other and we… we found we had more in common than we thought. We've been dating for several months now."

Peter grinned and clapped Johnny on the shoulder. "Well done, both of you. Johnny, you treat her right, or else."

Johnny snorted with laughter and Peter looked round. "I'll do introductions later, if you want. Jess, how come you're here?"

"I work for Fury now in the Ultimates." Jessica said unflinchingly. "He recruited me after you vanished. With you gone, I was the last of the Spiders and I was almost out of money. I had nowhere better to go, so…"

Peter nodded. "Then sorry, but I won't be including you in the introductions. Not with your link to him."

Jessica nodded back. "In your place, I'd do the same. He's a real bastard. Real patriot, but a real bastard. I'll leave a card here with my cell number on it. Call me sometime, I'd like to hear how you linked up with the Spider Clan. Maybe I'll join them when my contract expires."

"The Spider Clan would be honoured to have the sister of the Spider-Man." Kanzaki said. "We look forwards to the day you can contribute to the Web we weave."

"We'll be off now." Fury said. "I need to report to my superiors. Congratulations on your recovery, Peter. You still have my number? Good, my job offer still stands."

"What?" Jessica said as she and Fury turned to leave. "You want him as well? I'm at least as good as he is, haven't I proved that?"

"Two Spiders on the team would enhance tactical flexibility…" Fury said placatingly as they vanished. The others watched the doorway for a while, then Kitty walked over and peered out through the wall.

"They're gone." she said. "That man gives me the chills. Let's get out of here, this place is probably under surveillance now."

X

"That… is one hell of a story." Johnny said slowly. "A whole clan backing you up? Wow."

"Don't tell anyone else." Peter cautioned, looking out at the city where the others had gone on patrol, leaving him with Johnny and Kitty.

Kitty nodded. "I'm currently with Xavier's X-men. Can I tell him? Just him, no-one else. He's been interested in you, he's been considering trying to recruit you. Johnny's not with us, but that's because he's so well known. He's helped us out a couple of times, though."

Peter nodded slowly. "Alright. I'll talk to Sensei about opening a channel to your professor though you and Johnny, but the Spider Clan has its own aims. Mutant equality is a good goal, and I think they'll support it, but they have other things planned as well. We have enemies like the Scorpion Clan and the Toad Clan… don't laugh, Johnny, they're dangerous. I've gone up against some of their agents a few times. It wasn't fun."

Johnny nodded and his eyes drifted to the hilts protruding above Peter's shoulders. "I wonder if I can get swords like those. They're really cool."

"You have flames. They'd melt." Peter retorted. "I've only needed them a few times. Webs and kunai normally do the trick, tonfas and the chain-whip as backup. And it's another layer to the disguise. I didn't use to use weapons. Now I do, so no-one thinks that it's me. Simple."

Johnny frowned and Kitty whispered into his ear. After a moment he nodded in understanding. "I see. So, how can I contact you?"

"The Spider Clan has special communicators that piggyback the phone system and do so undetectably." Peter said. "I know, I designed them. Meet me at that building over there in… say four days time and I'll give you them. One each, keyed to each other and mine, no-one else. You can use them to talk to each other, or give me a heads-up that you're incoming. Wait."

Peter held his mask up and frowned. "Dammit, I'm needed. Four days, see you then."

Peter pulled on his mask and leaped from the skyscraper. A _thwip_ marked his departure, leaving Johnny and Kitty staring out at the city.

"He's really matured, hasn't he?" Kitty asked softly, leaning against her boyfriend. "I'm glad he's back."

Below them, yet still above the streets, a silver-on-black figure danced through the air as it raced towards the future.

* * *

**Authorial Afterword**

This story was intended to be the first of a series, but due to my limited knowledge of the Ultimate Spider-man universe, I leave it open to anyone else to continue. The only restrictions are

-1- the title of any follow-up story must be of the format **Spiderman Black**(story name) and

-2- paragraphs **must** be used. No walls of text please. The enter button exists for a reason, you know.

X

Notes.

Yes, I know we didn't see Peter use his weapons in this story. It happened off-screen. After all, whatever I write about Spider-Man using swords and/or tonfas is unlikely to be anywhere near as awesome as what you lot can imagine.

I didn't describe Sakura's scars on purpose. She might have killed me had I tried (grin). No, actually, that which is hinted at is often more memorable than that which has been described in mind-numbing detail. Suffice to say, her vocal cords are damaged and he mouth does have a couple of scars (at least) crossing it. But Sara/Peregrine knows about them and accepts them. After all, we all carry scars. Some of us have them on the outside, too…

I hope I got the name of Spider-Man's female clone right. If not, I'll probably correct it as soon as I find out what the heck it really was. But since she's little more than a "hey, I know about that story" cameo, it doesn't really matter.

I make no apologies for the prologue. I wanted emotional impact. I hope it worked. I started at the nadir of Peter's life, and tried to make clear how bleak it was without going into overwrought purple prose. I could have easily written twice as much there, but sometimes less is more.

I hope you enjoyed it.


End file.
